Fitch Rates Baltimore Gas and Electric's New Secured Debt Indenture 'A-'
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NEW YORK--(Business Wire)-- Fitch Ratings has assigned an indicative rating of 'A-' for expected debt issuance under a new secured debt indenture by Baltimore Gas and Electric Company (BGE). BGE received financing authority from the Maryland Public Service Commission (MPSC) permitting issuance of up to $1.5 billion of debt whether unsecured or secured to finance ongoing capital investment, to refinance debt or for other general corporate purposes necessary to support BGE's utility operations in the coming years. When issued, new secured bonds under this indenture will rank superior to BGE's outstanding senior unsecured notes and debentures rated 'BBB+'. BGE's Issuer Default Rating (IDR) is 'BBB'. The Rating Outlook is Stable. Bonds issued under the new indenture will be secured by a first lien on substantially all of BGE's utility electric distribution equipment and fixtures but not its electric transmission or gas distribution assets. As of the end of March 2009, BGE estimated that there was approximately $2.1 billion of eligible collateral at book value in the electric distribution category, against which BGE could issue new secured bonds up to about $1.35 billion. Fitch does not expect that BGE will issue the full potential amount of secured debt at once; in all likelihood, issuances under the new indenture would take place over a period of years. Summary terms of the new indenture are: --Secured bonds may be issued from time to time in an aggregate principal amount not exceeding the sum of: 65% of the cost or fair value to BGE (whichever is less) of electric distribution property additions: and the aggregate principal amount of retired secured bonds, as defined; and cash deposited with the trustee. --Negative Covenant: BGE may not merge or consolidate with any other entity unless the surviving entity is BGE or explicitly assumes the outstanding debt. --Events of Default include: failure to pay interest due, after 30 days; failure to pay principal when due; standard events of bankruptcy, reorganization or insolvency; failure to perform or breach of any covenant not cured 90 days after receiving notice of the failure or breach. In 2008, BGE repaid the remaining $119.7 million first mortgage bonds outstanding under its prior first mortgage indenture. As of June 30, 2009, BGE had $1.44 billion of senior unsecured debentures and medium-term notes outstanding. Covenants in BGE's unsecured credit facility permit liens on BGE's assets to secure obligations under an indenture and security agreement to a maximum of $1.4 billion. There are no limits on secured debt in BGE's unsecured debentures or medium-term notes. Ratings of BGE's outstanding senior unsecured debt rating of 'BBB+' would not be affected by the issuance of new secured bonds. BGE's current IDR of 'BBB' reflects BGE's inconsistent operating cash flow over the past several years and its ongoing exposure to political and regulatory pressure that could produce weak cash flows and credit measures. Favorably, BGE is protected from variations in power supply costs and volume variations by purchased gas and purchased power recovery mechanisms, gas weather normalization, and electric revenue decoupling. BGE plans to boost capital expenditures over the next three years and may face a lag in the cash recovery of some of its new investments. BGE's Stable Rating Outlook reflects the improved business and financial risk profile and stabilized liquidity of its parent Constellation Energy Group (CEG). CEG divested its London global commodity trading business and Houston gas trading platform, reduced its risk exposures, and substantially lowered its margin and collateral requirements. Fitch has published a full credit analysis of Baltimore Gas and Electric dated Aug. 26, 2009, that is available to subscribers on Fitch's web site at 'www.fitchratings.com'. The ratings and credit outlooks of BGE and its parent Constellation Energy Group Inc. were revised on July 31, 2009 as described in the rating action commentary 'Fitch Downgrades Constellation Energy and Baltimore Gas and Electric; Outlook to Stable'. Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, 'www.fitchratings.com'. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site. Fitch Ratings, New York Ellen Lapson, +1-212-908-0504 Shalini Mahajan, +1-212-908-0351 Cindy Stoller, +1-212-908-0526 (Media Relations) cindy.stoller@fitchratings.com Copyright Business Wire 2009
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